DigiAsia Bios Pte Ltd (DigiAsia) signed a binding business combination agreement to acquire StoneBridge Acquisition Corporation (Nasdaq:APAC) in a reverse merger transaction on 5 January 2023 (Transaction). The Transaction values the combined company at a pre-money equity valuation of $500 million, and existing DigiAsia shareholders, which include MasterCard and Reliance Capital Management (RCM), a portfolio company of LeapFrog Investments (a global impact investment focused fund), will roll 100 percent of their equity into the combined company as part of the Transaction. In addition to the equity investment, DigiAsia has also secured a partnership with DBS Bank Ltd, the largest bank in Singapore and Southeast Asia, on 31 October 2022 to disburse loans into DigiAsia’s lending marketplace for merchants via its KreditPro platform.

Concurrent to and in connection with the business combination agreement, Stonebridge has secured a non-binding letter of intent for a Standby Equity Purchase Agreement with Yorkville Advisors Global, LP for up to $100 million of equity financing, which includes a pre-paid advance of up to $30 million in three tranches subject to certain conditions upon completion of the announced merger with APAC.

The business combination agreement, which has been approved by the Board of Managers of DigiAsia and by the Board of Directors of APAC, is expected to close during the second quarter of 2023, subject to the approval of the shareholders of APAC and other customary closing conditions. Upon completion of the Transaction, the combined company will be named DigiAsia and will trade on the Nasdaq stock exchange under the ticker symbol (Nasdaq:FAAS).

Associate Ali Low from Conyers Cayman Islands office is acting alongside Winston & Strawn LLP, lead legal advisor to StoneBridge Acquisition Corporation. The Winston & Strawn LLP team is led by Michael J. Blankenship and Louis B. Savage. Norton Rose Fulbright US LLP is acting as legal advisor to DigiAsia Bios Pte Ltd.

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